UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2000
BUSH BOAKE ALLEN INC.
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(Exact name of registrant as specified in its charter)
Virginia 001-13030 13-2560391
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification Number)
7 Mercedes Drive
Montvale, NJ 07645
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 391-9870
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NOT APPLICABLE
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(Former name or former address, if changes since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Control of Bush Boake Allen Inc., a Virginia corporation (the
"Registrant"), changed on November 6, 2000. Pursuant to a cash tender offer for
all outstanding shares of common stock of the Registrant at a price of $48.50
per share, B Acquisition Corp., a Virginia corporation ("Offeror"), which is a
wholly owned subsidiary of International Flavors & Fragrances Inc., a New York
corporation ("IFF"), has accepted for payment approximately 18,833,316 shares of
the common stock of the Registrant. The tender offer, effected in accordance
with an Agreement and Plan of Merger, dated as of September 25, 2000 (the
"Merger Agreement"), among the Registrant, IFF and Offeror, commenced on October
6, 2000 and expired at 12:00 midnight New York City time on Friday, November 3,
2000.
Prior to the commencement of the tender offer on October 6,
2000, International Paper Company, a New York corporation ("IP"), owned, through
a subsidiary, 13,150,000 shares of the common stock of the Registrant
constituting approximately 68% of the outstanding shares of common stock of the
Registrant. In accordance with the terms of a Voting and Tender Agreement, dated
as of September 25, 2000 among IP, the Registrant, IFF and Offeror, a subsidiary
of IP tendered all of its 13,150,000 shares for payment into the tender offer.
As a result of the tender offer, IFF, through Offeror, now owns approximately
97% of the Registrant and is obligated under the Merger Agreement to effect a
merger as soon as practicable to acquire all remaining shares of common stock of
the Registrant not held by IFF or Offeror.
Pursuant to the Merger Agreement, the current directors of
Registrant are expected to resign and they are expected to be replaced by
designees of IFF.
IFF intends to fund the tender offer and pay related fees and
expenses from borrowings under a credit facility provided by Citibank and
Salomon Smith Barney and from proceeds from the issuance of commercial paper.
On November 6, 2000, Registrant and IFF filed a joint press
release announcing the expiration of the tender offer. A copy of the press
release is filed herein as an exhibit to this Form 8-K and is hereby
incorporated by reference.
ITEM 7. EXHIBITS
EXHIBIT DESCRIPTION
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99.1 Joint Press Release, dated November 6, 2000 issued by
Registrant and IFF.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
BUSH BOAKE ALLEN INC.
Date: November 6, 2000 By: /s/ Dennis M. Meany
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Name: Dennis M. Meany
Title: Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.1 Joint Press Release, dated November 6, 2000 issued by
Registrant and IFF.
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